Lost Highway


                        A 21st Century Noir Horror Film.

                        A graphic investigation into parallel 
                        identity crises.

                        A world where time is dangerously out 
                        of control.

                        A terrifying ride down the lost highway.

                                                        David Lynch
                                                        21 June 1995




AS CREDITS ROLL

EXT. TWO-LANE HIGHWAY - NIGHT

We see a clean moving POV illuminated by headlights.  We're 
floating down an old two-lane highway through a desolate, 
desert landscape.  This gliding, eerie POV continues as 
credits roll. when the credits end, the headlights seem to 
dim and soon we're moving through BLACKNESS.

                                                                FADE OUT:

                                                                 FADE IN:

INT. THE MADISON HOUSE - BEDROOM - DAY

in the blackness, a man, FRED, is sitting on a bed smoking a 
cigarette. we see his back, but with each glow of the 
cigarette ash, we see his face reflected in a mirror on the 
wall across from him.  In the darkness, there starts the 
sound of a motor which draws curtains back across a large 
picture window just off screen.  As the curtain moves, hard-edged 
light begins crawling across the room, and we see 
everything clearly.  Fred is wearing a robe and pajamas, it's 
early morning.

CLOSE UP ON FRED'S FACE IN THE MIRROR - Blank expression - 
face somewhat obscured or distorted by smoke from the 
cigarette.

CLOSE UP 0N FRED'S ACTUAL FACE - Unshaven, haggard look, eyes 
seem empty, glazed over.  Fred is 32 years old, with dark
hair.

THE DOORBELL RINGS.  Fred looks up, startled by the noise.  
He looks at the digital clock: 5:30 a.m.

FRED STANDS, goes to an INTERCOM on the wall next to the 
mirror.  He pushes a button.

A VOICE comes over the intercom.

                                VOICE OVER
                                INTERCOM
                Dick Laurent is dead.

Fred leaves the bedroom and goes through the house.  He is on 
the upstairs level.  He looks through a narrow slot window, 
but can't see the front door below.  He goes further in the 
house to a picture window that overlooks the street below.  
There is NOBODY there.

                                                                CUT TO:



EXT. THE MADISON HOUSE - DAY

We can see Fred standing at the picture window, looking out.

                                                                FADE OUT:

                                                                 FADE IN:

INT.  THE MADISON HOUSE - LIVING ROOM - NIGHT

Fred is dressed to go out: Black sport coat and slacks, 
buttoned up white shirt.  He picks up a music case.  A woman 
comes into the room.  This is Fred's wife, RENEE, 30 years 
old, dark hair, dressed smartly, a drink in her hand.

                                RENEE
                You don't mind that I'm not coming
                tonight?

                                FRED
                What are you going to do?

                                RENEE
                I thought I'd stay home and read.

Fred looks her over, she's sexy without trying.

                                FRED
                Read?... Read what, Renee?

Renee sits down on a couch and sips her drink.  Fred comes 
over to her, kisses her on the neck, which makes her laugh.

                                FRED
                It's nice to know I can still make you
                laugh.

                                RENEE
                I like to laugh, Fred.

                                FRED
                That's why I married you.

                                RENEE
                Wake me up when you get home.

Fred brushes her cheek with his fingers, allowing them to 
linger for a moment on her face.

                                                                CUT TO:



EXT.  CITY STREET - NIGHT

A blue neon sign reads: LUNA LOUNGE.

                                                                CUT TO:

INT.  LUNA LOUNGE - NIGHT

Fred is on the bandstand.  He takes a solo on his saxophone.  
Fred plays hot, hard, neo-bop.  The BAND wails madly behind 
him.  The PATRONS explode onto the dance floor, making it a 
wild scene.  Fred Is a lion now, roaring away on his tenor, 
driving everyone nuts.

                                                                CUT TO:

INT.  LUNA LOUNGE - LATER

After the band quits to take a break, FEMALE FANS come onto 
Fred, but he moves away, refusing their attentions.

                                                                CUT TO:

INT.  LUNA LOUNGE - BACKSTAGE - LATER

Fred dials a pay phone. 

                                                                CUT TO:

INT. The MADISON HOUSE - NIGHT

We move through the empty living room - empty bedroom, etc.  
The ringing telephone goes unanswered.

CUT TO:

INT. LUNA LOUNGE - BACKSTAGE - NIGHT

CLOSE UP 0N FPED'S FACE as he listens to the ringing.  
Sweat is still rolling off his face.  His eyes are blank.

                                                                CUT TO:

EXT. THE MADISON HOUSE - NIGHT

Fred's car pulls up in the driveway in front of his house.
Fred gets out, and goes into the house carrying his music
case.

                                                                CUT TO:


INT. THE MADISON HOUSE - NIGHT

Fred puts down his music case, goes to the bedroom, and sees 
Renee sleeping soundly.

                                                                FADE OUT:

                                                                 FADE IN:

EXT. THE MADISON HOUSE - DOORSTEPS - DAY

Renee in a bathrobe, opens the front door to collect the 
mail.  She sees a plain, clean, manila envelope lying on the 
step.  She picks it up.

CLOSE UP ON THE ENVELOPE - No stamp, no writing, blank.  She 
takes the mail from the box, and goes back into the house.

                                                                CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

Renee opens the manila envelope. She's noticeably nervous 
when she sees a videotape inside.  She stares at it.

Fred enters, also wearing a bathrobe.  He sees Renee staring 
at the videotape - before she hears him enter.  When she does 
hear him, her eyes jerk away from the tape.

                                FRED
                What's that?

                                RENEE
                A videotape.

                                FRED
                Who's it from?

                                RENEE
                I don't know... There's no return address 
                on the envelope... In fact, there's no 
                address on it.

                                FRED
                Does it say anything on the tape?

                                RENEE
                        (looking it over)
                No, nothing.

Fred walks over and picks up the tape.

                                FRED
                Well, let's see what's on it.

Fred takes the tape to the VCR.  He inserts it into the
machine, and turns it on.  Fred goes toward the couch.

                                FRED (CON'T)
                        (to Renee)
                Come on.

They sit on the couch in front of the television.

The TV monitor: We begin on the TV, then the videotape fills 
the entire frame.  The videotape shows the front of THE 
MADISON HOUSE, the camera panning slowly over it.  The 
picture is accompanied by an eerie DRONING SOUND.  After the 
camera pans back to the front door, the tape image turns to snow.

Fred and Renee stare at the snow for a few moments.  Renee 
looks relieved.

                                RENEE
                It must be from a real estate agent.

                                FRED
                Maybe.

We see a WIDE SHOT encompassing Fred, Renee, and the snowy 
image on the TV.

                                                                FADE OUT:

                                                                 FADE IN:

INT. THE MADISON HOUSE - DINING ROOM - DAY

Renee is seated at the dining room table - coffee cup and 
grapefruit in front of her.  She is wearing glasses, reading 
a book.  Fred enters, and sees Renee, who does not look up or 
acknowledge him.  Fred goes into the kitchen, which is just 
off the dining room.  He comes back into the dining room with 
a cup of coffee, and sits down with it opposite Renee.  He 
lights up a cigarette, sips his coffee, and looks at her.

                                FRED
                Good book, huh?

                                RENEE
                        (she looks up)
                Huh?... oh, yeah, it is.

                                FRED
                Same one you were reading the other
                night?

                                RENEE
                What night?

                                FRED
                When you didn't come to the club.

                                RENEE
                Oh. Oh, yeah.  No. This is a different
                one.

                                FRED
                I called, you know.

                                RENEE
                Called?  When?

                                FRED
                From the club.  You didn't answer.

                                RENEE
                I must have fallen asleep.  I was asleep
                when you got home, wasn't I?

                                FRED
                You were asleep when I got home, yes.

Renee goes back to her book.  Fred sips his coffee and 
smokes.

                                RENEE
                        (without looking up)
                I told you you could wake me up if you
                wanted to.

Renee looks up at him now, takes off her glasses, and stares 
at him.

CLOSE UP OF FRED'S FACE - a disturbed expression.

Renee seems about to say something more, but stops, puts her 
glasses back on and resumes reading.

                                                                FADE OUT:

                                                                 FADE IN:


INT. THE MADISON HOUSE - BEDROOM - NIGHT

Fred is in bed waiting for Renee.  He hears noises from the 
bathroom - bottles clinking, drawers opening and closing.  
Renee comes out wearing a robe, which she sheds just before 
getting into bed.  Naked under the covers, she switches out 
her bedside lamp.  The only light in the room comes from the 
outside, through the windows.  Fred moves closer to Renee, 
puts his lips to her cheek, a hand on her breast.  She does 
not respond.  Fred pulls Renee to him, and kisses her 
passionately.  Renee accedes to his demands, but does not 
participate willingly.  He makes love to her voraciously, but 
her lack of passion disturbs him.  Fred can't stop, however, 
and when he comes she acts consolingly, stroking him 
maternally while he calms down.  He climbs off of her and 
retreats to his side of the bed.

CLOSE UP ON FRED'S EYES - which express his horror and 
humiliation.

They lie there in the dark silence for a while.

Fred turns back toward Renee in the darkness.

                                FRED
                I had a dream about you last night...

                                RENEE
                Yeah?

                                FRED
                You were in the house... calling my
                name... but I couldn't find you.

                                                                CUT TO:

INT. THE MADISON HOUSE - NIGHT

FRED'S DREAM

Fred is walking slowly across the living room.

Fred's POV: moving - searching.

Fred stops and listens.

                                RENEE
                        (tentatively - distant and off
                        screen)
                Fred?  Fred, where are you?

The camera turns slowly back toward the hallway, and as it 
drifts it RISES UP following along the hall and turning 
slowly into the bedroom.  Renee is lying below in the bed.


                                FRED V.0.
                Then there you were... lying in bed... 
                but it wasn't you... It looked like 
                you... but it wasn't.

The camera suddenly dives violently at Renee - into a TIGHT 
CLOSE UP.  Her face registers TOTAL FEAR.

                                                                CUT TO:

INT.  THE MADISON HOUSE - BEDROOM - NIGHT

Fred is lying in bed with Renee, who is now backlit by her 
bedside lamp.  Fred looks at her shadowed face, but it's not 
Renee's face.  It's a face Fred has never seen before.  Fred 
quickly turns and switches on his bedside lamp, and looks 
quickly back at Renee, whose face is now her own.

                                RENEE
                Fred, are you all right?

Fred reaches out a hand and tenderly touches her face.  Renee 
covers his hand with her own, and closes her eyes.

                                                                FADE OUT:

                                                                 FADE IN:

EXT. THE MADISON HOUSE - DAY

Renee finds another envelope on the doorstep.  She opens it, 
pulls out a videotape.  A large dog is BARKING incessantly 
somewhere in the neighborhood.  Renee looks around to see if 
she can see the dog.

                                                                CUT TO:

INT. THE MADIS0N HOUSE - LIVING ROOM - DAY

Renee brings the videotape upstairs with the rest of the 
mail.  She is a bit puzzled and unsettled.  She puts the tape 
down on a table.  She stares at it.  Fred comes in.

                                FRED
                You're up early.

                                RENEE
                That dog woke me.  I lay there for a
                while, then decided to get up.

                                FRED
                Who the hell owns that dog?

Fred notices the tape and manila envelope on the table.

                                FRED
                What's that?  Another tape?

                                RENEE
                Yes, I just found it on the step.

Fred picks it up.
        
                                FRED
                Don't you want to watch it?

                                RENEE
                I guess so.

Fred goes to the VCR and inserts the tape.  He turns the 
television on.  He is about to start the tape - he looks up 
for Renee.  She's hanging back.

                                FRED
                Well, do you wanna watch it?

Again, Renee seems to be nervous about what could be on the 
tape, but she hides this from Fred and walks toward the 
couch.

                                RENEE
                Yeah.

Renee sits on the couch.  Fred starts the VCR and joins her.

As before, we first see it on the TV, then the videotape 
fills the frame.  This tape shows the front of the house, as 
before, then shows the INTERIOR of Fred and Renee's house -
AT NIGHT.

The eerie DRONING SOUND goes throughout.

The camera glides at a very high angle near the ceilings 
looking down as it travels along a hallway and turns into 
their bedroom, where we see Fred and Renee sleeping.  The 
tape image then goes to snow.

Fred and Renee stare at the snowy TV picture.  After a few 
moments of silence, Renee gets up and switches off the set.  
She is visibly shaken, trembling.  She stares fearfully at 
Fred who seems less disturbed.

                                RENEE
                We've got to call the police.

                                FRED
                All right.

                                                                CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

Renee is on the telephone.  Fred is pacing, smoking, behind 
her.

                                RENEE
                ...yes, I've been on hold for ten
                minutes... I can't... All right, thanks.

Renee looks around anxiously.  Fred gives her his cigarette, 
which she puffs on.  He lights another and continues pacing.

                                RENEE
                Hello, yes... Good... My name is Renee
                Madison... My husband is Fred Madison,
                the jazz musician... we live at 442
                Hollis Street... Right... 442 Hollis...
                near the observatory... Someone's been in
                the house... at night... while we were
                sleeping... I know because they sent, 
                dropped off a videotape... two 
                videotapes... to show us... That's 
                right... Yes... it... the second one... 
                shows us asleep... Someone broke in and 
                taped us while we slept!... Isn't that 
                enough?... Okay, sure... We will... 442 
                Hollis... Yes, we'll be here.

Renee hangs up.

                                FRED 
                So?

                                RENEE
                Two detectives are coming out.

                                                                CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

Two men in suits - the Detectives, ED and AL, are seated on 
the couch, watching the last part of the second videotape.  
The screen goes to snow and stays that way for several 
moments, until Fred shuts it off.


                                FRED
                That's it.

                                ED
                Let's have a look at the hallway outside
                the bedroom.

                                                                CUT TO:

INT. THE MADISON HOUSE - HALLWAY - DAY

All four of them go to the hallway, where Ed and Al look 
around, especially up toward the ceiling.

                                AL
                Very strange.

                                RENEE
                What is?

                                AL
                The angle.  The high angle shot on the
                tape.

                                ED
                How'd the camera get so high like that?

                                AL
                And smooth... Almost no movement - back
                and forth, I mean.

                                ED
                Like you'd get if it was hand held.

                                AL
                Right ... This just glided along.

                                                                CUT TO:

INT. THE MADISON HOUSE - BEDROOM - DAY

The Detectives enter the bedroom.  Fred and Renee follow.

                                ED
                This is the bedroom.

The Detectives look around without touching anything.

                                AL
                Do you always sleep here?... In this
                room?... Both of you?


                                FRED
                This is our bedroom.

                                ED
                There's no other bedroom?

                                FRED
                No... There is, I mean, I use it as a
                practice room... it's soundproofed.

                                AL
                You're a musician?

                                FRED
                Yes, I thought my wife ...

                                ED
                What's your axe?

                                FRED
                Tenor... Tenor saxophone.  Do you...

                                ED
                        (shakes his head)
                Tone deaf.

                                AL
                        (to Renee)
                Do you own a video camera?

                                RENEE
                No. Fred hates them.

The Detectives both look at Fred.

                                FRED
                I like to remember things my own way.

                                AL
                What do you mean by that?

                                FRED
                How I remember them.  Not necessarily the
                way they happened.

                                ED
                Do you have an alarm system?

                                RENEE
                Yes, actually we do... but we haven't
                been using it.

                                AL
                Why not?

                                FRED
                It kept going off for some reason.  False
                alarms.

                                ED
                Might be a good time to try using it
                again.

                                AL
                Anybody else have a key to the house.

                                RENEE
                No.

                                AL
                Maid?  Relative?

                                RENEE
                No, one of us is always here to let the 
                maid in.  Nobody else has a key.

                                ED
                        (to Al)
                Let's check the doors and windows... See
                if there's been a break-in.

They all leave the bedroom.

                                                                CUT TO:

INT THE MADISON HOUSE FRONT DOOR - DAY

Ed is checking the door for marks.

                                                                CUT TO:

INT.  THE MADISON HOUSE    LIVING ROOM - DAY

Fred's POV: He's watching Ed and Al with Renee who are 
outside the house, walking around the property, checking 
it out.

                                                                CUT TO:

EXT.  THE MADISON HOUSE - DRIVEWAY - DAY

Ed and Al are standing by an unmarked police car with Fred 
and Renee.  The Detectives are about to depart.

                                AL

                We'll keep a watch on the house.

                                ED
                As best we can.

                                AL
                If anything else happens, you'll call us.
                Al hands Fred a card.  Ed hands Renee a card.

                                RENEE
                We will.

                                FRED
                Thanks, guys.

                                ED
                It's what we do.

Ed and Al get into the car and drive off.  Renee and Fred 
look at each other, warily, then go back into the house.  THE 
CAMERA SLOWLY PANS OVER THE FRONT OF THE HOUSE AS IN THE
VIDEOTAPE.

                                                                FADE OUT:

                                                                  CUT TO:

INT. LUNA LOUNGE - NIGHT

Fred is on the bandstand, sweating, and honking his
saxophone.  He handles the horn roughly, braying like a beast 
as the CROWD gathered in front of the stage gyrates as one 
swept away in the madness of the moment.

                                                                CUT TO:

INT.  LUNA LOUNGE - SAME

At the back, near the side door, Renee can be seen with TWO 
MEN, only one of whose faces we see.  The trio are going out 
the side door led by one of the men; we see only the back of 
his head.  Renee glances briefly at the bandstand before she 
exits with the two men.

                                                                CUT TO:

INT. LUNA LOUNGE - BANDSTAND - SAME

CLOSE UP OF     FRED as he plays, seemingly oblivious to his
surroundings. His eyes open and shut as he clamps down on
the horn.

                                                                CUT TO:

INT. LUNA LOUNGE - SAME

In the back of the club, the side door slowly closes.

                                                                FADE OUT:

                                                                  CUT TO:

INT.  THE MADISON HOUSE - STAIRWELL / LIVING ROOM - DAY

Fred is standing in the living room looking in the direction 
of the stairwell.  We HEAR someone's steps coming up the 
stairs.  It's Renee, who eventually comes into view.  She is 
holding another manila envelope.  She arrives at the top 
step.

She and Fred lock eyes.

Fred takes the envelope, opens it, and pulls out a third 
videotape. without saying anything, Fred takes the tape to 
the VCR.  He inserts it very carefully, slowly.  He hits 
play, turns on the television and he and Renee sit down on 
the couch together and begin to watch with great 
apprehension.

Again we begin with a WIDE SHOT and then the TV monitor fills 
the screen: We see the interior of the house at night.  The 
camera glides looking down from a high angle along the 
hallway and into the bedroom, where Fred and Renee are 
sleeping.

Again, the DRONING SOUND plays throughout.

in the bedroom where Fred and Renee are seen sleeping, 
SUDDENLY, Fred, on the tape, slowly awakens as the camera 
holds on him.  He rises and turns unnaturally in the bed, as 
if drawn up by his awareness of some strange presence in the 
room.  He comes to a sitting position, his head straining 
upwards, looking in the direction of the camera.  At this 
point, the videotape image turns to snow.

                                                                CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

Fred and Renee are on the couch.  The TV remains on, showing 
snow.

Renee is very upset, crying.

                                RENEE
                What the hell is going on?!

                                FRED
                        (equally horrified -
                        frightened)
                I wish I knew.

Fred reaches over and tentatively takes Renee's hand in his.  
She trembles, allows him to touch her, but otherwise does not 
respond.  Suddenly, she jumps with fright.

                                RENEE
                What was that?!!!

                                FRED
                What?

                                RENEE
                On the tape!  There was something else on
                the tape.

Fred gets up and rewinds it, passing an image.

                                RENEE (CON'T)
                There!  Play it!

Fred runs the tape forward.

We see snow - then a half-second long MEDIUM SHOT of Fred on 
his knees near the bedroom wall on Renee's side of the bed.  
He is looking directly at the camera - his face a ghastly 
grimace, contorted.  His eyes are WIDE WITH HORROR.

Fred runs it back again and FREEZES the tape there on his 
tormented image.  This image fills the screen.  He and Renee 
stare at it.

DISSOLVE TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

The Detectives, with Fred and Renee are seated on chairs and 
the couch.  The three videotapes in their manila envelopes 
are stacked on a coffee table in the center.

                                AL
                You don't remember being awakened?  It
                looks like you were aware of someone.

                                ED
                Or something.

                                FRED
                No, I don't remember anything. it looks
                like I... but... I don't remember.

                                RENEE
                Why would anyone do something like this?

                                AL
                Has anyone made any threats to either of
                you recently?

                                ED
                Or not so recently?

                                FRED
                No, not to me.

Al, Ed and Fred all look at Renee.

                                RENEE
                I...    no. No. No threats.

                                ED
                We'll take the tapes with us, if that's
                all right with you?

Ed looks at Fred, then Renee, both of whom nod their 
agreement.

                                AL
                We'll see that the patrol of the house is
                doubled.

                                RENEE
                I don't know if I want to stay here.  I
                don't feel safe.

                                FRED
                Where would you feel safe?

                                RENEE
                I don't know. maybe a hotel.

Ed and Al are watching this exchange between Fred and Renee 
with keen interest.

There is a strained silence between them.

                                ED
                Did you use the alarm system since we
                were here last?

                                FRED
                The first night ... Not the last two.

                                AL
                Why not?

                                FRED
                        (shrugs)
                I forgot.  Anyway, I hate the idea of
                acting paranoid.

                                RENEE
                Acting paranoid?!!! Someone is in our 
                house while we're sleeping, filming us, 
                and you don't want to act paranoid?!!! I 
                thought you set the alarm!

Fred gets up, lights a cigarette, paces.

                                FRED
                I'll make sure the alarm is set from now
                on.

                                RENEE
                But that doesn't solve the problem.  Who
                is doing this?  And why?

Ed and Al rise from their chairs.  Ed picks up the envelopes.

                                AL
                We'll find out, Mrs. Madison.

Renee stands with the Detectives.  Fred stands apart - his 
expression, pained and bewildered.

                                                                CUT TO:

INT. ANDY'S HOUSE - NIGHT

A swinging party is in progress at Andy's house - the man
whose face we saw at the Luna Lounge with Renee.  ANDY, 37 
years old, a slick guy, is seen moving through the crowd, 
making small talk, kissing and being kissed.  The PEOPLE here 
are wannabe players, the men mostly shady, gold-chain-
wearing, slightly unsavory types; the women dressed 
provocatively, big hair and skin-tight dresses.  Through 
sliding glass doors we see nude and semi-nude people 
cavorting in a swimming pool.  Everyone has a drink in his or 
her hand.  Renee finishes her drinkt and hands the empty
glass to Fred who walks away with it.  Andy grabs Renee, and 
dances with her.  They laugh and talk.  Renee appears to be a 
bit intoxicated.

Fred, who appears less than thrilled with the carryings on, 
makes his way to the open bar where he orders two drinks. 
When the drinks arrive he drains one of them completely, then 
sets the empty glass down on the bar.  Then he swallows the 
other drink, too, and sets down the glass.

A MYSTERY MAN, tall, well-dressed and groomed, older than 
Fred, approaches him.

                                MYSTERY MAN
                We've met before, haven't we?

                                FRED
                I don't think so.  Where was it that you
                think we've met?

                                MYSTERY MAN
                At your house.  Don't you remember?

                                FRED
                        (surprised)
                No, no I don't.  Are you sure?

                                MYSTERY MAN
                Of course.  In fact, I'm there right now.

                                FRED
                        (incredulous)
                What do you mean?  You're where right
                now?

                                MYSTERY MAN
                At your house.

                                FRED
                That's absurd.

The Mystery Man reaches into his coat pocket, takes out a 
cellular phone and holds it out to Fred.

                                MYSTERY MAN
                Call me.

Fred snickers, like this is a bad joke.  The Mystery Man puts 
the phone into Fred's hand.

                                MYSTERY MAN
                                (CON-T)
                Dial your number.

Fred hesitates, puzzled.

                                MYSTERY MAN
                                (CON-T)
                Go ahead.

Fred shrugs, laughs, dials his number. We HEAR a pick up as 
we stay on FRED'S FACE.

                                PHONE VOICE OF 
                                MYSTERY MAN
                I told you I was here.

Fred, still holding the phone, stares at the man standing in 
front of him.

                                FRED
                How did you do that?

The Mystery Man points to the phone.

                                MYSTERY MAN
                                Ask me.

Fred, mirthful at first, as if it is a party trick of some 
kind, suddenly turns serious - it's obvious he's thinking now 
of the videotapes.  He speaks into the phone.

                                FRED
                        (angrily)
                How did you get into my house?

                                PHONE VOICE OF
                                MYSTERY MAN
                You invited me.  It's not my habit to go
                where I'm not wanted.

Fred looks at the man in front of him, but speaks again into 
the phone.

                                FRED
                Who are you?

The man laughs - identical laughs - both over the phone and in person.

                                PHONE VOICE OF
                                MYSTERY MAN
                Give me my phone back.

The man in front of Fred reaches out his hand for the phone.  
Fred hears the line go dead, and he slowly passes the phone 
back to the Mystery Man who takes it, folds it, and puts it in his pocket.

                                MYSTERY MAN
                It's been a pleasure talking to you.

The man walks away from Fred.  Renee appears and comes up to Fred.

                                RENEE
                I thought you were getting me a drink?

                                FRED
                Just a minute.

He takes Renee by the arm and goes over to the host of the 
party, Andy.  He grabs Andy and points across the room toward 
the Mystery Man, who is engaged in conversation with OTHER 
GUESTS.

                                FRED
                Andy, who is that guy?

                                ANDY
                        (looking at the Mystery Man)
                I don't know his name.  He's a friend of
                Dick Laurent's, I think.

                                FRED
                Dick Laurent?

                                ANDY
                Yes, I believe so.

                                FRED
                        (remembering something)
                But Dick Laurent is dead, isn't he?

                                ANDY
                He is?  I didn't think you knew Dick.
                How do you know he's dead?

Andy and Renee exchange a worried look, which Fred does not notice.

                                FRED
                I don't.  I don't know him.

                                ANDY
                        (angrily)
                Dick can't be dead.  Who told you he was
                dead?

                                RENEE
                Honey, who?... Who's dead?

Fred takes Renee by the arm away from Andy.

                                FRED
                Let's go home.

                                RENEE
                But...

                                FRED
                Now!  We're leaving now! I didn't want
                to come here in the first place.

Fred drags the reluctant Renee out of Andy's house.

                                                                CUT TO:

INT. CAR - NIGHT

Fred is driving fast and recklessly.  Renee is drunk and is 
smiling at him.

                                FRED
                How'd you meet that asshole, Andy,
                anyway?

Renee stares out the front window - thinks back.

                                RENEE
                It was a long time ago... I met him at 
                this place called Moke's... We... became 
                friends... He told me about a job...

                                FRED
                What job?

                                RENEE
                I don't remember... Anyway, Andy's 
                okay...

                                FRED
                He's got some fucked up friends.

                                                                CUT TO:

EXT. THE MADISON HOUSE - DRIVEWAY - NIGHT

Fred and Renee's car pulls up in front of their house.  Fred 
jumps out of the car.

                                FRED
                Stay in the car!

Fred enters the house, careful to turn off the alarm first.

                                                                CUT TO:

INT. THE MADISON HOUSE - NIGHT

There are only a couple of dim lights on, the house is mostly 
dark.  Fred moves slowly and carefully through his house -
searching each room for a possible intruder.

Fred's POV - moving creepily room by room through the dark 
house - past the telephone - down the hall to the bedroom.

There is NO ONE there.

He goes back outside for Renee.

                                                                CUT TO:

EXT. THE MADISON HOUSE - DRIVEWAY - NIGHT

Renee is standing next to the car, shivering.

                                FRED
                I told you to stay in the car!

                                RENEE
                Why? what is it?  Why did you make me
                wait out here?

                                FRED
                I thought there might be somebody inside.

                                RENEE
                Was there?

                                FRED
                No... of course not.

They enter the house.

                                                                CUT TO:

INT. THE MADISON HOUSE - NIGHT 

Fred switches on more lights.

                                RENEE
                It's so odd... Waiting out there, I had 
                the strangest feeling... Like this had 
                happened before.  I mean, your telling me 
                to stay outside while you went in like 
                that.

Fred looks at Renee, then continues to look around the house, 
disturbed, seriously disquieted.  Renee, still tipsy, follows 
him, moving from room to room.

                                                                CUT TO:

INT. THE MADISON HOUSE - BEDROOM, ETC. - NIGHT

Fred and Renee are preparing to go to bed. Renee goes   into
the bathroom off the bedroom. Fred takes another look   out
into the hallway.

                                                                CUT TO:

INT. THE MADISON HOUSE - HALLWAY - NIGHT

Fred walks down the hallway.

                                                                CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - NIGHT

Fred looks around the dark living room.  Then absentmindedly, 
he begins to inspect objects.  He picks up an ashtray and 
studies it - lost in thought.

                                                                CUT TO:

INT. THE MADISON HOUSE - BATHROOM - NIGHT

Renee is washing her face, standing at the sink in her slip.

                                                                CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - NIGHT 

Fred is staring at himself in a mirror.

                                                                CUT TO:

INT. THE MADISON HOUSE - BEDROOM - NIGHT

Renee comes in.  Fred is not there.  She goes to the door and 
peeks down the hallway.

                                RENEE
                        (tentatively)
                Fred?  Fred, where are you?

                                                                CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - NIGHT

No one is in the living room now - but a SHADOW moves slowly 
across a wall.

                                                                CUT TO:

INT. THE MADISON HOUSE - HALLWAY - NIGHT
Renee's POV - down the hallway.  There is just darkness at 
the end of the hall.  It is EERIE.  After a moment, Fred 
slowly walks out of the darkness toward Renee.  He walks out 
of the shot and the camera remains on the rectangle of 
darkness at the end of the hall.

                                                                FADE OUT:

                                                                 FADE IN:

INT. THE MADISON HOUSE - LIVING ROOM - DAY
Footsteps can be heard on the stairs.  Fred's head appears at 
the top of the stairway.  He comes up into the living room 
carrying a manila envelope, like the ones previously 
received.  His expression is strained.  He is alone.  Fred 
pulls a videotape out of the envelope and inserts it in the 
VCR, turns it on.  He sits on the couch and watches.  We go 
from a WIDE SHOT to a FULL FRAME SHOT of the video.

On the tape is the same nighttime interior of the house, 
accompanied by the DRONING SOUND.  The camera moves eerily 
down the hall toward the bedroom, sliding at a high angle.  
The camera turns slowly into the bedroom - looking down.

BLOOD is splattered over the floor, bed, walls.  The camera 
drifts.  THE DEAD BODY OF RENEE lies on the floor at the foot
of the bed.  She is badly mutilated.  Fred is hovering over 
her on the tape, ON HIS KNEES, A HORRIFIED, UNBELIEVING 
EXPRESSION ON HIS FACE.  On the tape, Fred turns away from 
Renee - his hands raised, dripping blood - her blood.  His 
movements are almost mechanical, constricted, as he strains 
strangely upwards seemingly against his will, as if feeling 
some enormous pressure.  He looks directly at the camera, his 
face a ghastly grimace, contorted, just before the taped 
image goes to snow.

                                                                CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

Fred, sitting in front of the TV, shudders as the tape ends.  
He sits trembling, attempts to speak, almost chokes, and 
finally releases a tortured, warbly cry.

                                FRED
                Renee!

Fred looks up as if seeing something, he starts to stand, 
-staggering, partially paralyzed.

                                FRED (CON'T)
                        (Shouting)
                RENEE!


                                                                CUT TO:

INT. POLICE STATION - INTERROGATION ROOM - NIGHT
Fred's POV: A BIG FIST slams into Fred's face, knocking him 
back in a chair.  Ed and Al are standing in front of Fred.

                                ED
                Stay put, killer!

The Detectives' POV: Fred's face is a bloody mask.  He is 
crying, whimpering.

                                FRED
                I didn't kill her! Tell me I didn't kill
                her!

                                                                CUT TO:

INT. JAIL CELL - DAY

Fred, his lips and eyes swollen, sits on a cot, dressed in 
jail clothes.  He studies his hands, which appear crippled.  
He flexes the fingers, slowly, painfully.

                                                                CUT TO:

EXT. THE MADISON HOUSE - DAY

We are in back of the house tracking slowly past the bedroom 
and living room windows. Inside the house, INVESTIGATORS and 
FORENSIC EXPERTS are moving around, measuring, scraping 
samples of carpet, searching for fingerprints on furniture.

                                                                CUT TO:

INT. CITY MORGUE - NIGHT

Renee's CORPSE on a slab is rolled into an examining room by 
an ATTENDANT.  The entrance of the body is shown reflected in 
a chrome-framed mirror that juts out from a tile wall.  The 
Attendant prepares for the impending autopsy, laying out a 
rack of instruments, positioning the corpse.  As he is doing 
these things, the MEDICAL EXAMINER enters, accompanied by his 
GIRLFRIEND.  The M.E. is dressed formally, in a tuxedo.  The 
young woman is wearing a slinky dress with a fur wrap, 
pearls, spike heels.  The couple are close; she has an arm 
through his, and she laughs, nervously.  He is smoking a 
cigarette.

                                ATTENDANT
                Hi, doc. Workin' late tonight, huh?

                                M.E.
                Party at the mayor's house, George.  This
                is his daughter, Joyce.

                                ATTENDANT
                Howdy, Joyce.

                                JOYCE
                Howdy, George.

The Attendant uncovers the body - individual parts are 
wrapped like packages from a butcher's shop, and labeled: L. 
ARM, HEAD, R. BREST (misspelled).

                                M.E.
                        (looking at the packages)
                Just like Christmas.

He begins to unwrap them.

                                JOYCE
                I don't know if I can watch this.

The M.E. tosses his cigarette down on the floor.  The camera 
goes down on the smoking cigarette butt on the floor drain; 
smoldering there among hair and flesh gristle on the drain's 
filter screen.

                                M.E.
                        (Voice-over)
                Leave any time you want, lover.  I won't
                take it personally.

The camera stays on the drain as we HEAR the M.E. unwrapping 
the packaged body parts.  Joyce's high heels enter the frame 
around the drain.  She is stepping nervously, like a spooked 
horse.  The clatter of her heels is very loud.  We hear the 
M.E. chuckle.

                                M.E.
                        (Voice-over)
                Easy, girl, easy.

                                JOYCE
                You talking to me or... her?

                                M.E.
                        (laughs)
                A corpse can tell you plenty, Joyce.

                                                                CUT TO:

INT. COURTROOM - DAY

The camera is behind a female FOREMAN in the jury box.  The 
shot begins on her shoes and travels up her body as she
stands.  Over her left shoulder we see Fred standing at the
defense table. Over her right shoulder the JUDGE is seated.

                                JUDGE
                Have you reached a verdict?

                                FOREMAN
                Yes, we have, your honor.

                                JUDGE
                Please hand it to the bailiff.

The BAILIFF goes to the Foreman, takes the paper from her, 
then takes it to the Judge.  The Judge opens it and reads it 
to himself, then hands it back to the Bailiff, who returns it 
to the Foreman.

                                JUDGE
                And what is your verdict?

The camera moves to Fred, registering his tension.  The 
camera goes to the Foreman's face.

                                FOREMAN
                We the jury find the defendant guilty of
                murder in the first degree.

Fred faints.  Fe is lifted up by his ATTORNEY and GUARDS in 
attendance.  Fred revives slightly.

                                JUDGE
                Fred Madison, the jury having found you 
                guilty of murder in the first degree, it 
                is my order that on a date to be 
                determined, you be put to death in the 
                electric chair.

We see Fred's eyes roll open as he cranes his neck around and 
upwards, looking at the video camera high on the wall of the 
courtroom, pointing down on him.

                                                                CUT TO:

INT. LINGERIE SHOP - DAY

MARIAN and RAQUEL, two exquisite young women, are looking 
over the merchandise.

                                RAQUEL
                Did you see that about the guy who 
                chopped up his wife into a million 
                pieces?

                                MARIAN
                How could I miss it?  The TV won't quit
                with that stuff.

                                RAQUEL
                They're gonna cook him.

                                MARIAN
                Andy's from Utah.  He says there you have 
                a choice... You can die by hanging or by 
                firing squad.

                                RAQUEL
                Which would you choose?

Marian holds up a black teddy to her body.

                                MARIAN
                Andy would go for this, don't you 
                think?... Firing squad, definitely.

                                RAQUEL
                Do they aim for the head or for the
                heart?

                                MARIAN
                The heart, I guess.

                                RAQUEL
                I wouldn't... The brain would know what's 
                going on.  Your heart would be ripped 
                open trying to pump blood, blood pouring 
                into the chest cavity.  Savage pain, 
                Marian.

Raquel takes a red teddy and holds it up to her chest.

                                MARIAN
                Oh, that's hot... So you'd rather be
                hung, huh?

They both giggle at the obvious joke.

                                RAQUEL
                Absolutely... Soon as your neck snaps, 
                you black out.  It might take a while for 
                the body to die, but you wouldn't feel 
                it.

Marian reaches for a pair of panties with a hole in the crotch.

                                MARIAN
                You might be right, Raquel.

Marian sticks a finger through the hole in the panties and 
wiggles it.  The girls giggle.  Raquel sees Andy walking into 
the store.  He is sneaking up behind Marian, and motions with 
a finger to his lips to Raquel not to say anything.  When 
Andy gets directly behind Marian, he puts his hands over her 
eyes.

                                ANDY
                Guess who?

                                                                CUT TO:

INT. PRISON - DEATH ROW - DAY

Fred, in the custody of GUARDS, wearing handcuffs and leg 
irons, is being escorted to his cell.  He appears zombie-like 
as the guards open the cell door, unlock and remove his 
shackles, and lock him in.

                                GUARD
                Make yourself to home, fella.

The guards leave.  Fred stands near the cell door, begins to 
look around at the four walls, the single cot, the wash 
basin, and the toilet bowl without a seat.  He hears the 
muffled, DISTORTED NOISES - VOICES from the surrounding 
cells.  Lost voices - the voices of death row.  Fred 
realizes where he is now.  He walks over to the cot and 
slowly sinks down and sits on the edge.  Fred perched on the 
cot in his cell resembles a man adrift on a tiny raft in the 
middle of an ocean.

                                                                FADE OUT:

                                                                 FADE IN:

INT. PRISON - DEATH ROW - DAY

A TRUSTEE is pushing a meal cart along the row.  At each 
door, the Trustee stops and takes a tray off the cart.  He 
shoves the meal tray through a slot in the door.  We watch 
him distribute the trays down the long row of cells.

                                                                DISSOLVE TO:

INT. PRIS0N - DEATH ROW HALLWAY - NIGHT

The hallway is quiet - distant sounds reverberate.

                                                                DISSOLVE TO:
INT. PRISON - FRED'S CELL - DAY

Fred sits on the edge of his bed, a tray of prison food sits 
on the floor - uneaten.

                                                                DISSOLVE TO:

INT. PRISON - FRED'S CELL   NIGHT

Fred lies awake on his cot   he stares at the ceiling.

                                                                DISSOLVE TO:

INT. PRISON - DEATH ROW HALLWAY - NIGHT

The hallway is quiet - distant sounds reverberate.

                                                                DISSOLVE TO:

INT. PRISON - EXERCISE YARD - DAY

This is a small narrow yard, not the large exercise yard for 
population.  This yard is for use by death row prisoners 
only, to exercise in one hour each day, by himself.  Fred is 
released into the area, which is more like a dog run.  The 
Guards watch Fred as he walks slowly up and down the exercise 
yard.

                                                                CUT TO:

INT. PRISON - DEATH ROW - NIGHT

There is more activity on the row tonight than usual.  A 
COUPLE of MEN in suits walk through with an air of authority.

There is a building murmur among the prisoners.

                                                                CUT TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred sits on the edge of his bed, listening as sound of 
the prisoners builds.  He's shaking.

                                                                CUT TO:

INT. PRIS0N - DEATH ROW - NIGHT

TWO GUARDS are standing at the guard station.

                                GUARD #1
                        (very quietly - solemnly)
                Here he comes.

Several of the men in suits, along with several GUARDS, and a 
CLERGYMAN, a PRISONER in the middle of the group, enter the 
hallway.  They proceed past the guard station down the hall.  
As the procession files by, DEATH ROW INMATES come to their 
doors and talk to the prisoner.

                                INMATE #1
                See you soon, Sammy.  Don't think takin' 
                a jolt is gonna get you outta payin' me 
                back the twenty you owe me.

                                INMATE #2
                Don't take it personal, pal.

                                INMATE #3
                Un fuerte abrazo, amigo!

As the men march down the hallway, they pass Fred's cell.  
His window panel is empty.  The camera stops on Fred's cell 
door, as we HEAR other prisoners talking to the inmate on his 
way to the ELECTRIC CHAIR.

                                INMATE #4
                Hang in there, honey.

                                INMATE #5
                Keep an eye out for me, Sammy G.

                                                                CUT TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred sits on his bed, listening fearfully.  The camera stays 
on Fred as we HEAR:

                                INMATE #6
                Show 'em you got big stones, bro.

                                                                CUT TO:

INT. PRISON - DEATH CHAMBER - NIGHT

The prisoner is strapped into the electric chair.  Behind a 
glass partition WITNESSES are seated. One of the men in 
suits, the WARDEN, goes to a telephone on the wall and stands 
with his hand on the receiver.  He picks it up.

                                WARDEN
                        (into phone)
                Line check.
                        (pause)
                Okay.

The Warden hangs up the telephone and stays next to it.

We see one of the condemned man's WRISTS being clamped with 
an electrical device.  The other wrist is clamped.

A metal halo is placed around the condemned man's head.  A 
large electrical cable leads off from the halo.

Electrically conductive ointment is smeared around the areas 
where the clamps have been placed.

The Clergyman moves close to the condemned man continuing to 
give the man his last rites.  When he is finished, he nods to 
the Warden.  The Warden approaches the condemned man.

                                WARDEN
                Any final words, Sam?

The condemned man shakes his head "no".

The Warden and the others clear the room and the doors are 
locked.

The EXECUTIONER steps into place near a huge lever.  He looks 
to the Warden.

The Witnesses sit in silent anticipation.

The hands of the clock on the wall have moved past midnight.

The Warden takes one last look through a window at the 
condemned man - then nods to the Executioner.

                                                                CUT TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred sits frozen at the edge on his bed.

A distant but LOUD ELECTRICAL HUM begins.

Fred's head jerks upward to the light on his ceiling.  It has 
dimmed to almost nothing.

Fred sits in the humming darkness.

                                                        SLOW DISSOLVE TO:

INT. PRIS0N - EXERCISE YARD - DAY

The Guards release Fred into the yard for his exercise.  At 
first the sunlight is blinding, and Fred covers his eyes.  He 
moves along the wall, tentative, his fingers feeling the way.  
Fnally he slumps down on his haunches, back leaned 
against the wall, eyes closed, letting the sun hit his face.  Very 
soon, however, the sun passes behind a cloud and Fred is 
bathed in shade.  Fred stands up, but is almost immediately 
hit by a searing pain in his head.  Fred holds his head with 
his hands, sinks down to his knees.  The Guard, who has been 
observing Fred from the doorway, comes over to him.

                                GUARD
                Something wrong?

                                FRED
                My... My head.

                                GUARD
                Headache, huh?  Too much sun, I guess.  
                You want to come in?  Still got forty-
                five minutes outside if you want it.

                                FRED
                No, no.  I want to go in.

The guard assists Fred back inside the building.

                                                                CUT TO:

INT. PRISON - FRED'S CELL - DAY

Fred is on his cot, holding his head.  He is obviously in 
pain.  He gets up and staggers to the cell door.  Fred pushes 
a CALL button next to the door to summon a guard.  The GUARD 
comes and speaks to Fred through a double mesh opening.

                                GUARD
                What's botbering you, Madison?

                                FRED
                The pain is getting worse.  I need more
                aspirin.

                                GUARD
                I can't give you anymore.  I'll talk to
                the doctor.

The guard leaves. Fred collapses to the floor of the cell,
writhing in pain.

                                                                CUT TO:

INT. PRISON - INFIRMARY   DAY

Fred is brought in wearing handcuffs and leg irons, a GUARD 
on either arm.  He is placed on a chair in the middle of the 
room.  The guards stand one on each side of him.  A DOCTOR 
enters.  He is in late-middle age, with serious eyebrows.  
Fred's head is hanging down, chin on chest.  The Doctor lifts 
Fred's head and we see dark circles under Fred's eyes; his 
face is pale, teeth clenched, eyes tearing.  The Doctor takes 
a light utensil from his pocket, and inspects each of Fred's 
eyes.  He feels Fred's forehead.  After this, he allows 
Fred's head to drop down again.  The Doctor takes Fred's 
pulse.  He drops Fred's wrist.  He next takes Fred's blood 
pressure.

                                DOCTOR
                You sleeping okay?

                                FRED
                        (strained whisper)
                I can't sleep.

The Doctor goes over to a cabinet, unlocks a drawer, and 
removes a large blue pill.  He fills a paper cup with water 
from a dispenser, goes back to Fred and places the pill in 
Fred's mouth.  The Doctor tilts Fred's head up and pours the 
water down his throat, some of it dribbling down the front of 
Fred's shirt.  The Doctor looks into Fred's mouth to make 
sure he swallowed the pill.

                                DOCTOR
                You'll sleep now.
                        (to Guards)
                Take him back to his cell.

The guards lift Fred by his arms, and shuffle march him out 
of the infirmary.

                                                                CUT TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred awakens on his cot.  He turns and sits up in the 
darkness.  A stream of light through the slot window 
illumines Fred's head, the forehead of which is swollen and 
discolored.  He staggers up and shuffles over to the call 
button, which he leans on.  A few moments later, a GUARD 
appears on the other side of the mesh.

                                GUARD
                What is it?

                                FRED
                Aspirin... fly head.  I gotta have more
                aspirin.

                                GUARD
                The doctor said not to give you anything.
                You can see him in the morning.

                                FRED
                But my head...

The guard looks at Fred through the window, and what he sees 
disturbs him.  The guard makes a strange face.

                                                                CUT TO:

INT. PRISON - DEATH ROW HALLWAY - NIGHT

The guard walks away from Fred's door to the guard station, 
where another GUARD is sitting at a table, reading a 
magazine.

                                GUARD #1
                Shit, that wife killer's lookin' pretty
                fucked up.

                                GUARD #2
                        (not looking up from his
                        magazine)
                Which one?

They both laugh.

                                                                CUT TO:

INT. PRIS0N - FRED'S CELL - SAME - NIGHT

Fred is on the floor lying on back. The camera comes 
slowly down at him from the ceiling, like a weight pressing 
on his head.  Fred's pain is demonstrably overwhelming him 
now.  He moans and rolls from side to side in the dimness, 
making grotesque, otherworldly sounds.  As the camera moves 
into a CLOSE UP, the last image of Fred's head shows the 
discolored swelling has increased.  Fred looks up, sensing 
something.

                                                                CUT TO:

EXT. THE MADIS0N HOUSE - NIGHT

There is a "For Sale" sign posted in front.  The camera pans 
slowly as in the videotape across the front of the house.  
The interior of the house is dark, but fleetingly we are 
aware of movement, shadows inside.

                                                                CUT TO:

INT. ANDY'S HOUSE - NIGHT

Marian and Raquel are in the living room, attired in the 
undergarments they purchased at the lingerie store.  HOT 
MUSIC is BLARING from a stereo.  Marian and Raquel are 
dancing, as sexy and wild as it is possible for them to be.  
Andy is lying on his back on the rug, dressed only in 
undershorts and socks, the girls stomping feet stepping 
furiously around his head and body.  His eyes are closed at 
first, but when he opens them, he sees their feet in a blur.  
He tries to get up, but he is too strung out, and he 
collapses again.  Marian and Raquel take him by his hands and
feet and begin pulling him around the room as they dance.  
Andy is blitzed, smiling moronically.  The girls' breasts 
tumble out of their teddies.  Raquel drops her end of Andy, 
turns up the music even louder, and dances into a frenzy.  
Marian drops to her knees, Andy's feet on either side of her, 
shaking her shoulders and whipping her hair around.  Andy 
makes another attempt to sit up - he looks at Marian, reaches 
for her but falls back, dead to the world.  Raquel and Marian 
don't quit.

                                                                CUT TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred is still curled on the floor, but spasms begin to rock 
his body.  He goes into convulsions, blood gushes from his 
nostrils.  His head is badly swollen.  Fred vomits repeatedly, 
and drags around in his mess.  Fred turns, straining upwards 
as we've seen him do before.  His face and head are hideously 
deformed.

Fred brings his shaking, tortured hand to his forehead.  He 
pulls his hand down across his face squeezing it as it goes.  
As his hand passes over his face, Fred's features are removed 
leaving a blank, white mass with eye sockets.

We move into the eye sockets and beyond.

                                                                DISSOLVE TO:

EXT. TWO-LANE HIGHWAY - NIGHT

We see a clean moving POV illuminated by headlights.  We are 
floating down an old two-lane highway through a desolate, 
desert landscape.  This gliding, eerie POV continues until the 
headlights illuminate a figure standing at the side of the 
road.  This figure is a man, PETE DAYTON.  Pete turns, 
unsettled, as he looks directly at us as we move closer to 
him.  The ghost image of a house appears behind Pete.  There 
is a girl, SHEILA, standing on the lawn in front of the 
house.  She is afraid and is trying to communicate with Pete.  
Pete doesn't seem to hear her and continues to stare directly 
at us.  Now Pete seems to move toward us as we move toward 
him.  His head fills the screen.

                                                                DISSOLVE TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred's blank face begins to contort and take on the 
appearance, feature by feature, of Pete Dayton.

Fred Madison is becoming Pete Dayton.

                                                                FADE OUT:

                                                                 FADE IN:

EXT. PRISON - DAWN

We watch the sun rise outside the prison, ascending over the 
strands of barbed-wire above the wall.

                                                                 CUT TO:

INT. PRISON - DEATH ROW - MORNING

A GUARD is making his early morning rounds.  He stops at each 
cell and looks in, making a mark with a pencil on a piece of 
paper on a clipboard. when he comes to Fred's cell, he is 
about to make a check-mark, but looks in again and appears 
confused.  THE MAN INSIDE IS NOT FRED.

                                GUARD
                Who are you?  What are you doing in this
                cell?

The MAN in the cell sits still on the cot, staring straight 
ahead.  The man is thin, younger than Fred.

                                                                CUT TO:

INT. PRISON - DEATH ROW HALLWAY - MORNING

The guard hurries over to the guard station.  He picks up the
telephone and dials.  He begins to sweat.

                                GUARD
                This is Johnny Mack at station 8. Yeah, 
                look, somethin' crazy's happened.  No, I 
                mean, Madison ain't in his cell.  No, 
                there's somebody in there, but it ain't 
                Madison! Right, right.  Okay... Captain 
                Henderson's comin''?... Right.

Johnny Mack hangs up.  He sweats.  He walks back down the row 
and looks in again at Fred's cell.

                                JOHNNY MACK
                F-u-u-u-ck me!

He walks back to the station.  A supervisor arrives, CAPTAIN 
HENDERSON.
        
                                CAPTAIN HENDERSON
                Now, Mack, what's the situation?

                                JOHNNY MACK
                I'm not entirely certain, Captain.
                You'll have to see for yourself.

Together they walk quickly to Fred's cell and look in.

                                CAPTAIN HENDERSON
                That's not Fred Madison?

                                JOHNNY MACK
                No, sir, it's not.

                                CAPTAIN HENDERSON
                Who is it?

                                JOHNNY MACK
                I couldn't say, sir... Captain Henderson?

                                CAPTAIN HENDERSON
                Yeah, Mack?

                                J0HNNY MACK
                Captain... this is some spooky shit we
                got here.

                                                                CUT TO:

INT. PRISON - WARDEN'S OFFICE - DAY

Captain Henderson is standing in front of a desk, behind 
which the Warden is seated.  A nameplate on the desk reads: 
WARDEN MARSHALL R. CLEMENTS.

                                WARDEN
                Repeat that, Bill.

                                CAPTAIN HENDERSON
                Warden, it's not him.  It .was not Fred
                Madison in that cell.

                                WARDEN
                Of course, it's Madison!!! Who else
                could it be?

                                CAPTAIN HENDERSON
                I don't know.  The guards say they've
                never seen him before.

                                WARDEN
                Where is he now?

                                CAPTAIN HENDERSON
                He's in the infirmary, being examined.

                                WARDEN
                Did you ask him who he is?

                                CAPTAIN HENDERSON
                He... He can't talk. it appears as if he
                can't talk, anyway.

                                WARDEN
                If he's not Madison, then where's
                Madison?

                                CAPTAIN HENDERSON
                I've got men searching the building and
                the grounds now.

The Warden stands up and comes around the desk.

                                WARDEN
                I want to take a look at this man myself.

                                                                CUT TO:

INT. PRISON - INFIRMARY - DAY

The man from Fred's cell is just finishing being 
fingerprinted.

The doctor with serious eyebrows - DR. ROGOFF - is inspecting 
the man's face.  The Warden enters with Captain Henderson.
GUARDS are standing by the door and at strategic spots in the
room.

                                WARDEN
                What is this, Rogoff?

                                DR. ROGOFF
                I don't know yet.

Dr. Rogoff begins to draw blood from the man's arm. He takes
several vials.  The man watches the blood coming out of his
arm, but doesn't seem to understand where he is or what is 
happening to him.

                                WARDEN
                Who is this man?

                                DR. ROGOFF
                He's just been fingerprinted, and I'll 
                run these blood tests right away.  We'll 
                find out soon enough.

Dr. Rogoff opens the man's mouth and peers in with a pencil 
light.

                                WARDEN
                He's not Madison?

                                DR. ROGOFF
                        (slowly, deliberately
                Not even close.

Dr. Rogoff stands up, puts the light in his breast pocket.

                                DR. ROGOFF (CON'T)
                I examined Madison last night, Marshall.
                He had a headache.

                                WARDEN
                A headache?

                                DR. ROGOFF
                I did a routine once-over, and gave him a 
                sleeping pill.  I've never seen this man 
                before.  Neither have the guards.  I 
                don't think he's in the system.

The Warden moves closer to the man - he looks closely at him.

                                WARDEN
                Where the hell did you come from, mister?

CLOSE UP OF THE MAN - he's staring straight up.

                                                                CUT TO:

INT. PRISON - WARDEN'S OFFICE - DAY

Present are the Warden, Captain Henderson and TWO other 
PRISON OFFICIALS.  The Warden is looking at a computer next 
to his desk.

                                WARDEN
                Well, gentlemen, we know who the stranger
                is. His name is Peter Raymond Dayton.
                He's twenty-four years old.  His birthday
                is April 21st.  He was born and raised
                right here.  He lives with his parents,
                William and Claire Dayton at 814 Garland
                Avenue.  Pete Dayton was arrested five
                                (MORE)

                                WARDEN (cont'd)
                years ago for auto theft, for which he 
                was put on probation for one year.  That 
                was his first and only offense.  No 
                record since then.

Warden Clements looks up, takes a deep breath and stares at 
the men in front of him.

                                WARDEN (CON-T)
                How about Madison?  Have we had even a
                hint of his whereabouts?

                                CAPTAIN HENDERSON
                Nothing, Marsh.  Vanished.  There's an 
                APB out on him.  His photo's been faxed 
                nationwide.

                                PRISON OFFICIAL #1
                I had a call from the governor's office
                about this.

                                WARDEN
                How the hell does she know?

                                PRISON OFFICIAL #1
                There's press outside right now.

                                WARDEN
                How the hell... 7



                                CAPTAIN HENDERSON
                One of the guards must have leaked it.

                                WARDEN
                What's the word on the street?

                                PRISON OFFICIAL #2
                Only that Madison has apparently escaped.
                Nothing about the other guy.

                                WARDEN
                Good, let's keep it that way.  Keep a lid
                on Dayton.  Nothing gets out about him.

                                                                CUT TO:

INT. PRISON - DEATH ROW - DAY

Johnny Mack walks down the row and enters Fred's cell.

                                                                CUT TO:

INT. PRISON - FRED'S CELL - DAY

Johnny Mack looks around, up and down the walls, half peers 
under the cot, then - checking first to see no other guard is 
watching him - he looks inside the toilet bowl, then gets 
down on his knees and really looks under the cot.  He gets up 
and sits down on the bed.  He rubs a hand over his face.  
Johnny Mack is clearly perplexed.

                                                                CUT TO:

INT. PRISON - MEDIA ROOM - DAY

A press conference is being held.  Present are REPORTERS, TV 
cameras, et al.  The Warden and Captain Henderson represent 
the prison.

                                WARDEN
                I have a statement to read... Fred 
                Madison, an inmate being held on death 
                row has, apparently... has escaped.  An 
                all-points bulletin has been issued to 
                authorities not only statewide, but 
                nationwide.  We are confindent that he 
                will be apprehended very soon.  No 
                further details are available at this 
                time.  Thank you very much.

                                REPORTER
                Warden, nobody's ever escaped from death
                row before.  How did he get out?

The Warden and Captain Henderson leave the room without 
answering.

                                                                CUT TO:

INT. PRISON - LONG CORRIDOR - DAY

Pete's parents, BILL and CLAIRE DAYTON, escorted by a PRISON 
GUARD, are approaching the Warden's office.  It is a long 
walk along the corridor and the camera examines them in 
detail as they get closer and closer to the office.  The 
Daytons are a middle-aged, San Fernando Valley couple.  Bill 
Dayton is wearing a sport shirt with the short-sleeves rolled 
up. His skin is leathery, tanned and his thinning hair is 
slicked back in a duck-tail.  He's working-class, ex-biker.  
Claire Dayton was obviously a good looking "chick" who's gone 
to seed from too much sun, cigarettes and booze.  She retains 
the remnants of a good figure, but it's going fast.  Claire 
is wearing sunglasses.

                                                                CUT TO:

INT. PRISON - WARDEN'S OFFICE - DAY

The Daytons are ushered in by the guard.  The Warden is 
standing behind his desk.  Dr. Rogoff is standing to one 
side, and next to him is Captain Henderson.  The Daytons 
stand just inside the room for a moment before the Warden 
extends his right hand.

                                WARDEN
                I'm Warden Clements.  This is Captain 
                Henderson and Dr. Rogoff.  Please, sit 
                down.

Bill and Claire move to the chairs in front of the desk and 
sit down.  The Warden, Dr. Rogoff and Captain Henderson all 
sit down.

                                WARDEN (CON'T)
                Mr. and Mrs. Dayton, as you were told 
                over the phone, your son, Peter, is here.

Claire Dayton removes her sunglasses.  She and Bill wait -
the warden is searching for words.

                                WARDEN (CON'T)
                He... He was discovered this morning... 
                in a cell on death row.

Bill and Claire look at each other - bewildered.

                                WARDEN (CON'T)
                A cell that was supposed to be
                occupied by an inmate named Fred Madison.

                                BILL
                The wife killer?

                                WARDEN
                Yes.

                                CLAIRE
                How is this possible, Warden?

The warden shakes his head.

                                WARDEN
                ...Tell me, what was Peter's condition 
                the last time you saw him?

Bill and Claire look at each other again - briefly.

                                BILL
                His condition?  What do you mean?

                                WARDEN
                His physical condition.

                                BILL
                        (hesitates)
                Same as always.  Pete takes care of
                himself.

Bill and Claire look at each other once again.

                                CLAIRE
                I saw him before he went to the garage 
                day before yesterday.  He's a mechanic. 
                Look, is he okay?  Can we see him?

The Warden looks at Dr. Rogoff.

                                DR. ROGOFF
                He has a hematoma on his forehead and a 
                condition called blepharitis... that's 
                redness and swelling around the eyes.

                                BILL
                Was he in a fight?

                                DR. ROGOFF
                These conditions don't indicate a fight.

                                CLAIRE
                But what is the cause then? ... And how
                did he get in that cell?

                                DR. ROGOFF
                He can't talk.  Or won't.

                                BILL
                That doesn't sound like Pete.

                                DR. ROGOFF
                Your son has experienced some sort of 
                trauma, I'm afraid.  We were hoping that 
                the two of you could help explain the 
                cause of the trauma and how he came to be 
                here.

                                CAPTAIN HENDERSON
                You don't know Fred Madison?

                                BILL
                No... Only what was in the news.

                                CAPTAIN HENDERSON
                Do you think Pete knows him?

                                CLAIRE
                I wouldn't know how.

                                WARDEN
                        (to Claire)
                You say you haven't seen your son since
                the day before yesterday?

                                CLAIRE
                When he went to work, right.

                                WARDEN
                What about yesterday?

                                CLAIRE
                He didn't come home.

                                BILL
                Sometimes he stays at a friend's.

                                CAPTAIN HENDERSON
                Any particular friends?

                                BILL
                A girl's, a buddy's.  I don't know.  He's 
                his own man; he comes and goes as he 
                pleases.

                                CLAIRE
                I want to see him.

                                WARDEN
                Yes, and we need to talk to him... if we
                can.
                        (to Dr. Rogoff)
                Mel, let's get Peter in here.

Dr. Rogoff leaves the room.  While he's gone, nobody talks, 
increasing the tension.  Dr. Rogoff returns with Pete Dayton, 
dressed in his own clothes: jeans, boots, sport shirt.  
Pete's forehead is lumpy and his eyes are red and swollen.  
He can walk, but unsteadily.

Pete looks around the room - sees his parents.

Claire jumps up.

                                CLAIRE
                        (tenderly)
                Pete...

She and Dr. Rogoff help get Pete settled in a chair.  Bill is 
taken aback at the sight of his son, but says nothing.

                                WARDEN (CON'T)
                Pete, can you tell us now, anything about
                this?

                                CLAIRE
                Pete, what happened to you?

Pete has a dazed look on his face.  He starts to speak, then 
stops.

                                CLAIRE (CON'T)
                It's okay.  Take your time, honey.

Pete's gaze drifts from his mother's face around the room and 
back to her face.

                                PETE
                        (afraid - quiet)
                Where ... am I?

The Warden and Captain Henderson look to Dr. Rogoff.

                                DR. ROGOFF
                You're in the state penitentiary.  You
                were found in a cell on death row.

                                PETE
                My head hurts.

Pete rubs his head like it's about to explode with pain.

                                WARDEN
                A man named Fred Madison was occupying 
                that cell.  He's missing. we're trying 
                to find out how it is you were in there 
                and not him.

                                PETE
                I... I don't know.

                                CAPTAIN HENDERSON
                Do you know Fred Madison?

                                PETE
                        (straining)
                No.

There is a silence in the room, as Pete massages his 
throbbing temples.

                                CLAIRE
                        (worried)
                Warden, can we take him home?

The Warden looks at Dr. Rogoff.

                                DR. ROGOFF
                        (to Warden)
                From a medical standpoint, I don't see
                why not.

                                CAPTAIN HENDERSON
                We need to find out what happened here.

                                BILL
                        (standing up)
                Have you made any charges against him?

                                WARDEN
                No.

                                BILL
                Then he's coming home with his mother and
                me.

                                WARDEN
                All right... but you see our 
                predicament... Legally we can't hold 
                him, but he may be able to help us... 
                perhaps later.  For now, he's free to 
                leave.

Bill and Claire help Pete up and carefully escort him out of 
the warden's office. With a nod from the Warden, the guard 
accompanies them out of the room.  The Warden, Captain 
Henderson and Dr. Rogoff stand but remain in the office.

                                CAPTAIN HENDERSON
                        (to warden)
                You just gonna let him go?

                                WARDEN
                We'll get a tail put on him.

                                                                CUT TO:

EXT. DAYTON HOUSE - SAN FERNANDO VALLEY - DAY

Bill, Claire and Pete pull into the driveway of a bleached 
out, 60's ranch-style house on a street lined with many more 
of the same.

Bill and Claire get out of the car first, then help Pete out 
and up into the house.

                                                                CUT TO:

INT. DAYTON HOUSE - DAY

Bill and Claire take Pete to his room, which has a bed, desk, 
two chairs and a sea of disassembled motorcycle parts 
belonging to a classic Indian motorbike which Pete is 
rebuilding.  Each part is shiny and clean.

Pete sits down on his bed and looks up at his parents -
shaking his head with confusion and embarrassment.

                                BILL
                Just rest easy, Pete. You're gonna be
                okay.

                                CLAIRE
                Are you hungry, honey?  I'll fix you
                something.

                                PETE
                No... I don't feel so good.  I would 
                like some aspirin.

                                CLAIRE
                Coming up.

                                                        DISSOLVE TO:

INT. DAYTON HOUSE - NIGHT 

Pete sleeps.

In the living room, Bill is drinking a beer and watching 
television.

In the kitchen, Claire is finishing the dishes.  She goes 
into the living room and leans down and whispers something in 
Bill's ear.  Bill nods and Claire walks quietly down the 
hallway and opens Pete's door.

She looks in on him sleeping.  

                                                                CUT TO:

EXT. DAYTON HOUSE - DAY

An unmarked police car pulls up across the street from the 
Dayton house.  In the front seat are the Detectives, Ed and 
Al. Al, who is on the passenger side, is holding two 
styrofoam cups filled with coffee.  Ed removes from his 
inside jacket pocket a 5" x 7" photo of Pete Dayton, which he 
props up on the dashboard so that it is visible for both 
himself and Al.  Al hands one of the cups to Ed.

                                ED
                Thanks, Al.

Al studies Pete Dayton's face in the photo.

                                AL
                Now we'll see what this son of a bitch is
                up to.

                                ED
                Yeah.


Ed and Al sip their coffee and stare at the house.

                                                                FADE OUT:

                                                                 FADE IN:

EXT. DAYTON HOUSE - BACKYARD - DAY

Pete Dayton is lying on a chaise lounge.  His forehead is 
still swollen, but his eyes are less red.  He stares up into 
the sky - a hot breeze blows over him.

                                                                  CUT TO:

INT. DAYTON HOUSE - DAY

The camera moves slowly through the interior of the empty 
house cast with shadows.  The refrigerator running is the 
only sound.

                                                                  CUT TO:

EXT. DAYTON HOUSE - BACKYARD - DAY

Pete slowly moves up to a sitting position, then stands.  He 
stretches and walks around the yard feeling the dry, 
unwatered lawn on his bare feet.

He walks over and leans over the neighbor's fence.  His eyes 
fall on a plastic toy boat floating in b child's plastic
swimming pool.  He watches the boat as the warm breeze blows 
it lazily in a circle.

A small plane drones overhead.

In the distance, a WOMAN finishes hanging out some wash and 
goes in the back door of her house.  The slamming of her 
screen door sounds a thousand miles away.

Pete continues to observe these seemingly peaceful 
surroundings - but something doesn't feel right to him.

                                                                CUT TO:

INT. DAYTON HOUSE - NIGHT

Pete is eating a sandwich - he is looking much better.
Claire opens a bag of chips and sets them in front of Pete as 
Bill comes in the front door.

                                CLAIRE
                I'm in the kitchen.

Bill comes in and pops a beer - looks around.

                                BILL
                Where's Pete?

                                CLAIRE
                Out in back.

                                BILL
                You talk to him?

                                CLAIRE
                        (urgent)
                No... Here he comes.

Their gazes follow a path from the backyard into where Pete 
has been sitting all the time.

                                BILL
                How're you feelin'?

Pete looks at his parents - he can't figure out what has just 
happened.

                                PETE
                        (unsure - brow furrowed)
                Better.

                                BILL
                Arnie called this morning while you were 
                sleepin'.  They miss you pretty bad down 
                at the garage.  I told 'im you still had 
                a "fever".

                                PETE
                Okay.  Thanks.

                                BILL
                Nice to know they can't seem to get along
                without ya.

                                PETE
                Yeah.

                                BILL
                You really don't remember the other
                night, do you?

                                PETE
                What night is that?

                                BILL
                The night before you showed up in the
                slammer...

                                CLAIRE
                Do you remember?

                                PETE
                No... I don't.  Why?

Bill and Claire just stare at him.  Pete shakes his head and 
takes another bite of his sandwich - but inside the worrisome 
feeling returns.

                                                                DISSOLVE TO:

INT. DAYTON HOUSE - PETE'S BEDROOM - NIGHT

Pete is stretched out on his bed watching television.  He 
hears the front door bell ring - footsteps, and a moment or 
two later the door to his bedroom opens and three of his 
friends, CARL, LANIE and STEVE ("V") saunter in.

                                "V"
                Where the fuck have you been?

Pete pulls himself up to a sitting position.

                                PETE
                Hey.

                                CARL
                You look like shit.

                                LANIE
                What happened?

                                PETE
                Just haven't been feelin' well.

                                "V"
                You're not contagious are you?

                                PETE
                I don't think so.

                                "V"
                Good... You up for a drive?

                                PETE
                Where to?  Hey, Lanie, I heard you were
                out of it for a while, too.

                                LANIE
                They found a cyst on my god damn ovary.  
                Had to cut it out.  You wanna see the 
                scar?

Lanie pulls up her shirt and pulls down her pants a ways
revealing a fresh scar about three inches long.

                                CARL
                        (winking)
                Hadn't slowed her down none.

                                LANIE
                        (smacking him)
                Shut up, bone-head.

Then Lanie laughs good-naturedly.

                                "V"
                Just goin' up'ta "Tops"... Maybe the "Ten
                Pin".

                                PETE
                Sheila'll be at "Tops".

                                "V"
                Sure, what's wrong with that?

                                PETE
                Okay.

Pete hauls himself up off the bed and throws on a black
leather jacket.

The four of them go through the living room where Bill and 
Claire are drinking and watching TV.

                                PETE
                        (to Bill and Claire)
                Goin' out with these clowns for a while.

                                BILL
                Do ya good.

After Pete leaves with his friends, Bill and Claire look at 
each other.

                                                                CUT TO:

INT. "V'S" CAR - VAN NUYS BOULEVARD - NIGHT

"V" drives a black, beat-up '66 Grand Prix.  Carl and Lanie 
are in the back seat, and Pete rides shotgun.  The four of 
them., are cruising down Van Nuys Boulevard along with many 
other MUSCLE CARS and LOW-RIDERS filled with KIDS looking for
action. "V's" car is making a hell of a noise.

                                PETE
                I hate ridin' in this fuckin' car.

                                CARL
                Take it easy, Pete, "V" loves this rod.

                                "V"
                Look at that goin' my way.

"V" has seen a couple. of GIRLS in short, tight dresses 
walking up the boulevard.

                                "V" (CON'T)
                Oh my, oh my.

                                LANIE
                Keep it in your pants, "V".

Some big cars nearby rev their engines.  "V" guns his car and 
it lurches roughly forward.  The sound of the rough running 
engine reverberates in Pete's brain.

                                PETE
                This rod is a fuckin, embarrassment,
                Carl.  Whatiya burn in this thing, "V"?

                                "V"
                Texaco... What's wrong with that?

                                PETE
                Listen.

                                "V"
                You gotta be kiddin'... This is the 
                boulevard... You can't hear yourself 
                think.

Pete shakes his bead with disgust.

"V" pulls the car off the boulevard into "Tops" drive-in.  
Cars are lined up at the "to go" window and all along the 
side of the building where people are hanging out under a 
long metal awning.  MUSIC is playing LOUD.

"V" pulls into a parking spot by the awning.  The headlights 
illuminate a group of HIPSTERS - some dancing, some just 
hanging out.  THREE or FOUR GIRLS hanging out together turn 
toward "V's" car.  They see Pete in the front seat, and one 
of the girls, Sheila, smiles and walks toward him.

                                SHEILA
                Hey.  Where have you been?

Pete talks to her through the open window while "V", Carl and 
Lanie climb out through "V's" door.  "V" leans back in.

                                "V"
                        (to Pete)
                You want somethin'?

                                PETE
                No, I'm okay.

"V" walks off with the others to the "take out" window.
Sheila leans in closer to Pete.

                                SHEILA
                I missed you.

                                PETE
                Yeah?...

                                SHEILA
                Yeah.

Sheila's girlfriends saunter over and lean on the car around 
her - looking in at Pete.

                                GIRL #1
                What happened to your face?

                                PETE
                Nothin'.

                                SHEILA
                What are you guys doin'?

                                PETE
                Guess we're goin' over to the "Ten Pin".

                                SHEILA
                You want some company?

                                PETE
                Sure.

"V", Carl and Lanie return with burgers and drinks.  "V's" 
got a mouthful of burger.

                                "V"
                        (muffled)
                What's happenin'?

                                PETE
                They're comin' with us.

                                "V"
                        (muffled and spitting)
                Pile in.

Sheila and her girlfriends jump in the car with "V", Carl, 
Lanie and Pete.  "V" fires up the rough-running engine and 
pulls out - leaving behind a cloud of smoke.

                                                                CUT TO:

INT. TEN PIN BOWLING ALLEY - NIGHT

The bowling alley is divided into a game room area, a bar/ 
restaurant area and a bowling area.

Pete and the group stroll into the bar and take a large 
booth.  MUSIC is playing LOUD.

A WAITRESS takes orders for drinks.

Bowling pins clatter loudly in the distance.

"V" takes one of Sheila's friends and dances with her.

Sheila takes Pete by the arm and pulls him up to dance.  The 
music is fast, but they dance slow.

                                SHEILA
                Why haven't you called me?

                                PETE
                Sorry... I...

Sheila looks around and moves closer to Pete.  She whispers 
urgently, worried.

                                SHEILA
                        (whispering)
                What's happening to you?  What happened
                to your face?

                                PETE
                I don't know.

                                SHEILA
                        (whispering)
                What do you mean? ... You've been acting
                strange lately ... Like the other night.

                                PETE
                What night?

                                SHEILA
                Last time I saw you.

                                PETE
                I don't remember... What happened that
                night?

                                SHEILA
                You sure weren't acting like the Pete
                Dayton I've always known.

                                PETE
                Whatiya mean?

                                SHEILA
                You were acting like a different person.

Pete laughs, but Sheila doesn't.

                                PETE
                Who else could I be7

Sheila stares seriously at Pete, but then laughs too.

                                SHEILA
                I don't know.

Sheila leans in very close to Pete and whispers in his ear.

                                SHEILA (CON'T)
                You still care about me?

                                PETE
                Sure.  Sure I do.

Sheila pushes her mouth on Pete's and they kiss., Pete breaks 
away - looks at Sheila - serious.

                                PETE (CON'T)
                What else about that night?... Did
                anything happen?

                                SHEILA
                You really don't remember?

                                PETE
                No... I told you.

                                SHEILA
                It was weird...

                                PETE
                Whatiya mean, Sheila?

                                SHEILA
                I don't want to talk about it...

                                PETE
                Sheila?!

                                SHEILA
                No... I really don't want to talk about
                it.

                                                                CUT TO:

EXT. TEN PIN BOWLING ALLEY - NIGHT

Ed and Al sit in their unmarked police car watching the 
bowling alley entrance and "V's" car.

                                                                FADE OUT:

                                                                  CUT TO:

EXT. DAYTON HOUSE - MORNING

Pete fires up his souped up Camaro and listens happily to the 
engine purring.  He eases the big Camaro out of the driveway 
and blasts off down the street.

                                                                  CUT TO:

EXT. ARNIE'S GARAGE - MORNING

Pete cruises into his parking place and cuts the engine.  
ARNIE comes rushing toward him, sporting a big smile.

                                ARNIE
                Wonderful!!... Wonderful to see you,
                Pete.  How are you?

                                PETE
                        (climbing out of the Camaro)
                Feeling good, Arnie.  Ready to get to 
                work.

                                ARNIE
                Wonderful, Pete.  Really wonderful.  
                Alotta people Pete... alotta people are 
                gonna be very happy.

Arnie takes Pete by the arm and they go inside the garage.

                                                                CUT TO:

INT. ARNIE'S GARAGE - MORNING

Other MECHANICS give Pete the "hi" sign and yell their 
greetings over the din.  Arnie pulls Pete closer and shouts.

                                ARNIE
                Mr. Smith has been waiting for you and
                Mrs. Trueworthy.  Can you take care of
                Mr. Smith now?

                                PETE
                Sure.

                                ARNIE
                Mr. Eddy's called every day... Can I call
                him to come in?

                                PETE
                Sure, Arnie.  Bring 'em on, I'm ready.

Pete walks over to a Ford Station wagon and pops the hood.  A 
happy MR. SMITH comes out of the office to join Pete at his 
car.

                                                                  CUT TO:

EXT. ARNIE'S GARAGE - MORNING

Ed and Al pull to a stop down the street from the garage.  Ed 
kills the engine and they stare at Arnie's.

                                                                DISSOLVE TO:

INT. ARNIE'S GARAGE - DAY

Pete is leaning down into the engine well of a Chevy Caprice 
working hard for Mrs. Trueworthy.

Arnie's Garage is busy.

                                                                  CUT TO:

EXT. ARNIE'S GARAGE - DAY

A large black Mercedes 600 Pullman pulls into the garage.

                                                                  CUT TO:

INT. ARNIE'S GARAGE - DAY

The Mercedes pulls to a stop and MR. EDDY and TWO of his 
ASSISTANTS climb out.

Arnie waves to Mr. Eddy from the office.

                                MR. EDDY
                PETE!!! WHERE'S PETE?!!

Pete comes up out of the well and turns.  When he sees Mr. 
Eddy, he heads across ihe garage to greet him.  Mr. Eddy 
opens his arms wide and embraces Pete.  When he pulls away, 
he sees Pete's face.

                                MR. EDDY (CON'T)
                What happened?  Somebody givin' you
                trouble?

                                PETE
                No, it's nothin'... I'm all right.

                                MR. EDDY
                Because if anybody's givin' you trouble, 
                Pete, I can take care of the problem... 
                like that.
                        (snaps his finger - loud)

                                PETE
                No, no... It's okay, Mr. Eddy.

                                MR. EDDY
                I mean it, Pete... Like THAT!!
                        (snaps his finger - loud)

                                PETE
                Thanks, Mr. Eddy ... whatiya need?  Just
                the regular tune-up?

                                MR. EDDY
                I want you to ride with me.  Somethin'
                doesn't sound right.

                                PETE
                Okay... Lemme clear it with...

                                MR. EDDY
                It's okay with Arnie... Come on, let's
                go.

                                                                CUT TO:

EXT. ARNIE'S GARAGE - DAY

Ed and Al don't notice that Pete is in the big black 
Mercedes, as it cruises past them.

                                                                CUT TO:

INT. MR. EDDY'S 600 PULLMAN - DAY
Mr. Eddy drives.  Pete is in the passenger seat up front, and 
the two, stone-faced assistants ride in back.

                                MR. EDDY
                Now listen... It only happens when I'm 
                accelerating.  I think it's the 
                carburetors.

Mr. Eddy pulls out after a light turns green and gives the 
car a stab forward.

                                PETE
                No, it's not the carburetors.  Pull over,
                but keep it runnin'.

Mr. Eddy smiles as he pulls over.

                                MR. EDDY
                Best god damn ears in town.
                        (to the guys in back)
                You guys are lookin' at him.  The man
                with the best god damn ears in town.

When the car stops, Pete gets out, pops the hood and 
disappears down by the engine.

Mr. Eddy sits, smiling at Pete as he works.

Pete pops up and gives Mr. Eddy the "thumbs up" and gets back 
into the car.

                                PETE
                Give that a try.

                                MR. EDDY
                All right!

Mr. Eddy carefully pulls out into traffic and accelerates 
when he gets the chance.

                                MR. EDDY (CON'T)
                Beautifull Smooth as shit from a duck's
                ass.  Let's take a ride.

                                PETE
                Whatever you say, Mr. Eddy.

Mr. Eddy hangs a right turn and heads up into the hills.

                                                                DISSOLVE TO:

EXT. MULHOLLAND DRIVE - DAY

Mr. Eddy takes the big Pullman along the scenic Mulholland 
Drive - cruising smoothly.  A silver-gray Infiniti is moving 
up fast behind the Mercedes.

                                                                  CUT TO:

INT. MR. EDDY'S 600 PULLMAN - DAY

Mr. Eddy looks into his rearview mirror.

                                MR. EDDY
                Oh, shit... Is that what I think it is?

Pete turns and looks back.  A car is TAILGATING them, the 
silver-gray Infiniti.  The two assistants in the backseat 
turn nonchalantly to take a look - then they return their 
look to Mr. Eddy.

Mr. Eddy starts to take a slow burn - keeps looking at the 
Infiniti in the rearview mirror.

The assistants look to one another take a deep breath.

Mr. Eddy slows slightly and then keeps the Pullman steady at 
32 m.p.h. The Infiniti moves up ten feet behind the Pullman, 
and blows its horn.

Mr. Eddy rolls down his window.

The assistants are paying close attention - they buckle their 
seatbelts.

Pete notices a tension in the car.  He watches Mr. Eddy's 
face.

Mr. Eddy pulls slightly to the right of the road, pastes a 
polite, courteous smile on his face, puts his left arm out 
the window and waves the Infiniti by.

The Infiniti jets forward and swerves around the Pullman.  
When the cars are side by side, the irate DRIVER in the 
Infiniti gives Mr. Eddy "the bird" and flies past.

CLOSE ON MR. EDDY'S RIGHT FOOT as it slams down on the gas 
pedal.

The Pullman catapults forward toward the Infiniti.

Pete is thrown back - he grabs on to the door handle and the 
seat for support.

The Pullman gains on the Infiniti in a flash.  The Infiniti 
tries to go faster, but Mr. Eddy's Pullman has much more 
power.

                                MR. EDDY
                        (clenched teeth)
                This is where power and mechanical
                excellence pays off.

Mr. Eddy jams the Pullman into the back of the Infiniti and 
pushes it faster and faster along Mulholland.  The Driver of 
the Infiniti tries to brake and blue-gray smoke streams out 
from beneath the Infiniti with a scream of burning rubber.

At a turn, Mr. Eddy steers his massive Mercedes and the 
Infiniti ahead on a gut-wrenching path off the road, up a 
mountain and into a little glade of trees.  Dust and brush 
fly everywhere.

Mr. Eddy and his assistants leap from the Pullman and make 
for the Driver's side of the Infiniti.

Mr. Eddy throws open the Infiniti's door and pulls the 
trembling and screaming Driver out like a rag doll.

Mr. Eddy pulls out his .44 Ruger Blackhawk and pistol whips 
the Driver to the ground.  He smashes the butt of his gun 
across the man's face, tearing a gash which starts to gush 
with blood.

Mr. Eddy's assistants each draw .45's and point them at the 
Driver.

Mr. Eddy, red-faced with anger, leans close to the man.

                                MR. EDDY
                DON'T YOU EVER FUCKIN' TAILGATE.

Mr. Eddy hits the Driver in the side of the head with his 
gun.

                                MR. EDDY (CON'T)
                WHAT DID YOU SAY?

                                DRIVER
                        (scared shitless)
                I...    I didn't say anything...

                                ASSISTANT #1
                Tell him you won't tailgate.

                                MR. EDDY
                EVER!!!!

                                DRIVER
                I won't ever tailgate.

                                MR. EDDY
                DO YOU KNOW HOW MANY FUCKIN' CAR LENGTHS
                IT TAKES TO STOP A CAR AT 35 M.P.H.?

                                DRIVER
                No.

                                MR. EDDY
                SIX FUCKIN' CAR LENGTHS... THAT'S ABOUT A 
                HUNDRED AND SIX FUCKIN' FEET, MISTER! 
                YOU WERE FOLLOWING TEN FEET BEHIND ME... 
                IF I'D HAD TO STOP SUDDENLY, YOU WOULD 
                HAVE HIT ME.  I WANT YOU TO GET A 
                DRIVER'S MANUAL, AND I WANT YOU TO STUDY 
                THAT MOTHERFUCKER... AND I WANT YOU TO 
                OBEY THE GOD DAMN RULES.  FIFTY FUCKIN' 
                THOUSAND PEOPLE WERE KILLED ON THE ROAD 
                LAST YEAR.
                        (hitting the driver once again
                        - hard)
                CAUSE OF FUCKIN' ASSHOLES LIKE YOU.
                TELL ME YOU'RE GONNA GET A MANUAL.

                                DRIVER
                I'll get a manual.
                        (almost a whisper)
                and study it.

                                MR. EDDY
                        (kicking the man)
                FUCKIN' "A".

Mr. Eddy and his assistants return to the Pullman - get in 
and slam their doors.

Mr. Eddy throws the Pullman into reverse and pulls back off 
the hill onto Mulholland Drive.  He eases the car into 
"drive" and leaves the crying and beaten tailgater behind.

                                                                CUT TO:

INT. MR. EDDY'S 600 PULLMAN - DAY

Mr. Eddy rotates his neck - shaking out some adrenaline 
remnants.  Pete is visibly shaken by what he has seen.

                                MR. EDDY
                Sorry about that, Pete, but tailgating is
                one thing I can't tolerate.

                                PETE
                I can see that.

                                MR. EDDY
                I'll bet you know how many car lengths it
                takes to stop at... say 45 m.p.h.

                                PETE
                Eight, nine car lengths.  A hundred and
                sixty-two feet.

                                MR. EDDY
                At sixty?

                                PETE
                Fifteen car lengths.  About two hundred
                and seventy feet.

                                MR. EDDY 
                        (to his companions in the 
                        reariew)
                What'd I tell ya.

Mr. Eddy smiles and they continue along their way.

                                                                CUT TO:

EXT./INT. ARNIE'S GARAGE - DAY

The Pullman pulls off the street into Arnie's.  Mr. Eddy and
his assistants stay in the car.  Pete opens his door.

                                MR. EDDY
                Wait a minute ...

Mr. Eddy takes out a couple of one hundred dollar bills and 
puts them into Pete's hand.

                                PETE
                Thanks, Mr. Eddy.

                                MR. EDDY
                No... Thank you!... I'll be bringin' the
                "Caddy" by tomorrow.

Mr. Eddy reaches into the glove compartment and takes out a 
videotape.  He holds it out to Pete.

                                MR. EDDY (CON'T)
                You like pornos?

                                PETE
                Pornos?

                                MR. EDDY
                Yeah.  Give ya a boner.

                                PETE
                No thanks, Mr. Eddy.

Mr. Eddy tosses the tape back in the glove compartment.

                                MR. EDDY
                Suit yourself, champ.

                                PETE
                Okay... Well, I'll see ya then.

                                MR. EDDY
                You will.

                                                                CUT TO:

EXT. ARNIE'S GARAGE - DAY

Ed and Al are staring at the Pullman.  They see Pete get out. 
They notice the man driving the Pullman.

                                ED
                You recognize that guy?

                                AL
                Yeah... Laurent.

                                                                FADE OUT:

                                                                 FADE IN:

EXT. DAYTON HOUSE - MORNING

Pete walks out his front door with a lunch box and jumps in 
the Camaro.

He fires up the big engine and heads off for work.

Ed and Al follow.

                                                                DISSOLVE TO:

INT. ARNIE'S GARAGE - DAY

Pete is on a skate - working under a car.  The radio is on 
and a tune comes on that begins to drive Pete crazy - it 
gives him a headache.  The tune is one of Fred Madison's be-
bop saxophone pieces.  Pete gets out from under the car and 
goes to the radio.  He changes the station.  PHIL, another 
mechanic working nearby, looks at Pete.

                                PHIL
                Why'd you change it?  I liked that.

                                PETE
                Well, I didn't.

Pete rubs his throbbing head and when he gets back under the 
car, he lays on the skate - unable to work.

A car horn honks and the sound reverberates inside the 
garage.

Pete looks up - from under the car he sees the wheels of a 
Cadillac roll up just outside the open garage doors.  He sees
a car door open and Mr. Eddy's feet appear and walk in his 
direction.

Pete winces and wheels himself out from under the car.  He 
stands as Mr. Eddy walks up to him, then freezes as he sees -
back behind Mr. Eddy, sitting in the passenger seat of the
car - a beautiful blonde-haired GIRL, who looks exactly like 
Renee.

CLOSE UP BEAUTIFUL GIRL - she looks exactly like Renee except
she is about eight years younger.  The girl is staring right 
into Pete's eyes.

Mr. Eddy steps between Pete and the girl - blocking her from 
Pete.  Mr. Eddy smiles at Pete - not noticing or not letting 
on that he notices the serious eye contact going on between 
Pete and the girl.

                                MR. EDDY
                I'm leavin' the Caddy, like I told you. 
                Think you'll get a chance to give her a 
                once over today?

                                PETE
                        (regaining his composure)
                Sure... Sure, Mr. Eddy.  You gonna pick
                it up later, or tomorrow?

                                MR. EDDY
                If you think you can finish it, I'll be
                back later today.

                                PETE
                It'll be ready.

                                MR. EDDY
                You're my man, Pete.


Mr Eddy pinches Pete's cheek - which Pete doesn't like, but 
aliows.  Mr. Eddy gives Pete a big smile then turns, goes 
back to his car, escorts the beautiful girl outside where the 
Pullman is waiting.

Pete watches her walk and move.  He watches her until Mr. 
Eddy drives her away.  She steals one last glance back at 
Pete before she disappears.

When she is gone, Pete replays the scene of seeing this 
beautiful girl over again in his mind.  The scene is 
accompanied by Lou Reed's version of "This Magic Moment".

                                                                FADE OUT:

                                                                 FADE IN:

INT. DAYTON HOUSE - NIGHT

Pete is sitting perched unsteadily on the very edge of his 
bed.  He HEARS a succession of highly-amplified SOUNDS at 
intervals with eerie stretches of silence: CRICKETS in 
fractured cadence a distant TELEVISION - a FLY buzzing 
slowly in the room a MOTH'S wings beating against light 
bulbs in the ceiling fixture - the washing of DISHES.

Pete's reaction to these sounds is one of petrified 
confusion.  Underlying these sounds is a kind of unearthly, 
steady DRONE.

Pete gets up off the bed, unsteadily.  He moves toward his 
bedroom door.  As he moves the amplified SOUNDS shift.

He can hear laughter.  The laughter seems to be LOUD, but at 
the same time coming from people who are trying to contain 
the laughter - to hide it.

Pete opens his door and peers out.

Pete's POV down the hall toward the living room - his mother 
and father have stopped laughing and are turned with guilty 
smiles in his direction.  They are smoking a joint, passing 
it back and forth.  They are not looking directly at him.  
They seem to be looking, but not seeing.

Pete's parents POV down the hall toward Pete's room.  There 
is no one there - just an empty hallway.

Pete's parents continue to stare, but then turn away toward 
each other - they start to laugh quietly again.

Pete's Pov - the hallway and the living room - there is no 
one in the living room. It's empty.

                                                                CUT TO:

INT. DAYTON HOUSE - PETE'S BEDROOM - NIGHT

Pete turns from the hallway and comes back in his room - 
unsettled and confused.

He can hear laughter coming from the living room.

                                                                CUT TO:

EXT. DAYTON HOUSE - NIGHT

Ed is behind the wheel.  Al is in the passenger seat.  Ed is 
looking at the Dayton house.  Al's head is bent, looking 
down.  At first we hear nothing, then the sound of Al's piss 
streaming into an empty coffee cup.  The camera stays on the 
top of Al's head until he has completed the last few spurts 
of his micturition.  Al's head comes up and he opens the 
passenger side door and dumps the urine into the street.  He 
closes the door and zips up his trousers.

                                                                CUT TO:

INT. DAYTON HOUSE - PETE'S BEDROOM - NIGHT
Pete paces the room.  Finally he stops himself, throws on his 
black leather jacket and opens his bedroom door.  He looks 
down the hall.  No one is in the living room.  He walks out 
of the house.

                                                                CUT TO:

EXT. DAYTON HOUSE - NIGHT

Ed and Al watch Pete get in his Camaro and drive off.  They 
follow.

                                                                CUT TO:

EXT. STREETS - NIGHT

Pete drives through the night - up Ventura Boulevard with the
"Cruisers".  He looks in the other cars and looks at the
GIRLS on the street.

He drives past "Tops", but doesn't see anyone he knows.

He turns off the boulevard and drives through San Fernando 
valley neighborhood streets.

He pulls up in front of Sheila's house and honks his horn.

He lights a cigarette while he waits.

In a few minutes Sheila comes out and leans in the passenger 
side window.

                                SHEILA
                What do you want?

                                PETE
                Nothin'... You want to go for a drive?

                                SHEILA
                I don't know.

                                PETE
                Come on... get in.

Sheila hesitates for a moment, then gets in.

                                                                CUT TO:

EXT. STREETS - NIGHT

Pete and Sheila drive along dark streets.

                                PETE
                Come here.

Sheila slides across and sits close to Pete.  Pete puts his 
arm around her.  She takes a drag from his cigarette and puts 
her head on his shoulder.

Pete pulls over into a dark shadow under a tree and stops the 
car.

He cuts the engine, turns to Sheila and kisses her.  She 
breaks away.

                                SHEILA
                Why don't you like me?

                                PETE
                I do like you, Sheila.

Sheila puts her lips up' close to his and whispers.

                                SHEILA
                How much?

Pete kisses her and she kisses him back.  They start to feel 
each other and Sheila takes off her tight sweater.  She's 
wearing no bra and Pete begins to feel her breasts while she 
unbuttons his shirt.  They continue to kiss hard throughout.

                                                                CUT TO:

EXT. STREET - NIGHT

Ed and Al are stopped a half a block behind Pete and Sheila.  
They're watching the couple as they make love in the front 
seat of Pete's car.

                                                                CUT TO:

EXT. STREET - NIGHT

Pete and Sheila are naked in the front seat.  Sheila clings 
to Pete as they make love.  She's hopelessly in love with 
him.

                                                                FADE OUT:
        
                                                                 FADE IN:

INT. ARNIE'S GARAGE - LATE AFTERNOON

Pete and the other MECHANICS are working in the garage.  The 
clock on the wall reads: 4:45 p.m.

Some of the guys are cleaning up - washing their hands - 
putting tools away.

Pete is ragging off some grease from his hands when he 
notices a CAB pull up to the front of the garage.  The 
beautiful blonde steps out of the cab and comes up to him.

Pete's heart races - she smiles at him.

                                BEAUTIFUL BLONDE
                                (ALICE)
                Hi. I'm Alice Wyatt.

                                PETE
                Pete Dayton.

                                ALICE
                I was here yesterday.

                                PETE
                Yeah, I remember.

                                ALICE
                How would you like to take me to dinner?

                                PETE
                        (laughs uncomfortably)
                I don't know.

                                ALICE
                Okay, then, I'll take you to dinner.

Pete hesitates - thinks.

                                PETE
                Look, I don't think it's a good idea.

Alice looks hard at him, then smiles.

                                ALICE
                Where's your phone?  I have to call
                another taxi.

                                PETE
                        (pointing)
                Over there.

Alice walks to the office inside the garage - picks up the 
phone and dials information.

                                ALICE
                        (into phone)
                Can you give me the number for United
                Cab?

She turns and looks at Pete while she's speaking, then 
listening.

                                ALICE (CON'T)
                        (into phone)
                Thanks.

Alice dials the number.

                                ALICE (CON'T)
                        (into phone)
                Yes, I need a taxi at Arnie's Auto 
                Repair, the corner of Fifth and...

Pete has walked over.  He takes the telephone out of her 
hand.

                                PETE
                        (into phone)
                We won't be needing a cab, thanks anyway.

He hangs up the phone.

                                ALICE
                Why don't we just skip dinner7

                                                                CUT TO:

EXT. ARTHUR'S HIDEAWAY MOTEL - NIGHT

Pete and Alice pull up to the cheap motel in Pete's Camaro.  
Pete gets out and leaves Alice in the car.

She waits and watches him go into the office.

                                                                CUT TO:

EXT. ARTHUR'S HIDEAWAY MOTEL - ACROSS THE STREET - NIGHT

Ed and Al are watching Pete and Alice.  They watch Pete come 
out of the office and take Alice into one of the motel rooms.

                                ED
                'Fucker gets more pussy than a toilet
                seat.

Al shakes his head with anger mixed with a lot of envy.

                                                                CUT TO:

INT. ARTHUR'S HIDEAWAY MOTEL - A ROOM - NIGHT

Pete and Alice enter the room. There is a double bed, a 
little desk, two bedside tables with lamps, a floor lamp, and 
a bathroom.  They don't notice any of this.

Just inside the room Alice takes Pete's hand and they turn to 
each other.  Alice puts Pete's hand between her legs.  She 
moves up close to him and closes her eyes.

They kiss tenderly at first - then hotter.

                                ALICE
                        (whispers)
                Take off my clothes.

                                                                DISSOLVE TO:

INT. ARTHUR'S HIDEAWAY MOTEL - THE ROOM - NIGHT

Pete and Alice are naked on the double bed in just the glow 
of the motel's neon lights coming in between the window 
curtains.

They're up on their knees - right next to each other.  They 
look in each other's eyes as their hands move and touch.

Alice smiles with a wild, dreamy look in her eyes.

Pete puts his hand between her legs and Alice kisses him with 
a frenzy.

They fall back on the bed.

                                                                DISSOLVE TO:

INT. ARTHUR'S HIDEAWAY MOTEL - THE ROOM - NIGHT

Pete and Alice make violent love on the bed.  Alice is 
hungry.

                                                                DISSOLVE TO:

INT. ARTHUR'S HIDEAWAY MOTEL - THE ROOM - NIGHT

Alice and Pete are dressed.  Alice is still breathing hard.

She moves up close to Pete by the motel room door.  Her hand 
is shaking as she touches his cheek.

                                ALICE
                        (whispers)
                I want more.

                                PETE
                Me, too.

                                ALICE
                Can I call you?

                                PETE
                Yeah... Call me at home.  I'll give you
                the number.

                                ALICE
                        (kissing him)
                Okay, baby.

                                                                CUT TO:

EXT. ARTHUR'S HIDEAWAY MOTEL - ACROSS THE STREET - NIGHT

Ed and Al watch Pete and Alice leave the motel room, get in 
the car and drive off.

Ed starts his car and he and Al follow them.

                                                                CUT TO:

INT. PETE'S CAMARO - NIGHT

Pete and Alice are riding side by side - Alice's head is on 
his shoulder.

Alice looks up at Pete as he drives - she smiles.

The light from headlights behind them catch Alice's
attention.  Her eyes dart back to a car that could be 
following them.

                                ALICE
                        (fear)
                Is that car following us?

Pete glances in the rearview mirror - sees the headlights.

At the last moment he pulls a hard right and accelerates down 
the street.  The car follows - they both see it.

                                PETE
                I'll lose 'em at the light.

Alice steals a look back.

                                ALICE
                I don't recognize the car...

At a tralfic light, Pete revs up the big Camaro and expertly 
peels out between on-coming cross traffic.  He swerves 
between two cars going in opposite directions - blasts up a 
block and hangs a hard right - disappearing from view.

Ed and Al go out into the traffic after them, but the 
swerving, screeching cars braking around them form a barrier 
and trap them.  ANGRY DRIVERS lean on their horns.

Pete and Alice have lost them.

                                                                FADE OUT:

                                                                 FADE IN:

EXT. DAYTON HOUSE - NIGHT

Establish.

                                                                  CUT TO:

INT. DAYTON HOUSE - NIGHT

CLOSE UP ON TELEPHONE - it starts to ring.

                                PETE
                        (voiceover)
                I'll get it!

Pete enters the kitchen where his mother goes for the 
ringing phone and gets to it before she does.

                                PETE
                        (into phone)
                Hello.

                                ALICE
                        (phone voice)
                It's me...

                                PETE
                Hi.

                                ALICE
                I can't see you tonight.

                                PETE
                        (disappointed)
                Okay ...

                                ALICE
                I have to go somewhere with Mr. Eddy.

                                PETE
                Sure.